June 20, 2014

Company announcements: SYMPHNY, NTPM

SYMPHNY - TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS):COMBINATION OF TRANSACTIONS

Announcement Type: General Announcement
Company NameSYMPHONY HOUSE BHD  
Stock Name SYMPHNY  
Date Announced20 Jun 2014  
CategoryGeneral Announcement
Reference NoMM-140620-68602

TypeAnnouncement
SubjectTRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
COMBINATION OF TRANSACTIONS
DescriptionSYMPHONY HOUSE BHD (“SYMPHONY” OR “COMPANY”)

PROPOSED REVERSE TAKE-OVER OF SYMPHONY BY RANHILL ENERGY AND RESOURCES BERHAD (“RANHILL ENERGY”), BEING THE ULTIMATE HOLDING COMPANY OF RANHILL GROUP SDN BHD (FORMERLY KNOWN AS RANHILL POWER SDN BHD) (“RGSB”) (“PROPOSED REVERSE TAKE-OVER”)

Reference is made to the Company’s announcement dated 26 March 2014 and 26 May 2014 in relation to the heads of agreement entered into between the Company and Ranhill Energy for the Proposed Reverse Take-Over.

On behalf of the Board of Directors of Symphony, CIMB Investment Bank Berhad wishes to announce that on 20 June 2014, the following agreements have been entered into:

(i) the Company and Ranhill Holdings Sdn Bhd (“Ranhill Holdings”), a new special purpose vehicle incorporated for the purposes of the Proposed Reverse Take-Over, entered into a scheme of arrangement under Section 176 of the Companies Act, 1965 for the exchange of ordinary shares of RM0.10 each in Symphony (“Symphony Shares”) into ordinary shares of RM1.00 each in Ranhill Holdings (“Ranhill Holdings Shares”) at an exchange ratio of 1 Ranhill Holdings Share for every 10 existing Symphony Shares held at an entitlement date to be determined and announced later(“Proposed Scheme of Arrangement”);

(ii) Ranhill Holdings and RGSB, a wholly-owned subsidiary of Ranhill WP Sdn Bhd, which in turn is a wholly-owned subsidiary of Ranhill Energy, entered into the following:

(a) a conditional share sale agreement (“SSA”) for Ranhill Holdings to acquire equity interest in Ranhill Powertron Sdn Bhd (including convertible unsecured loan stocks), Ranhill Powertron II Sdn Bhd (including redeemable convertible non-cumulative preference shares), Ranhill Power O&M Sdn Bhd, Ranhill Power II O&M Sdn Bhd and Ranhill Power Services Sdn Bhd (collectively known as “RGSB Companies”) for a purchase consideration of RM107 million, to be satisfied by the issuance of 66,875,000 new Ranhill Holdings Shares at an issue price of RM1.60 per Ranhill Holdings Share (“Proposed RGSB Companies Acquisition”); and

(b) a call option agreement for Ranhill Holdings to have the option for a period of 3 to 6 months from the date of the listing of Ranhill Holdings to acquire 51.0% equity interest in Ranhill WorleyParsons Sdn Bhd from RGSB at a call option price to be determined upon its exercise (“Proposed RWorley Call Option”);

(iii) Ranhill Holdings and Ranhill Utilities Sdn Bhd (“RUSB”),a wholly-owned subsidiary of RGSB entered into a conditional SSA for Ranhill Holdings to acquire the following:

(a) equity interest in SAJ Holdings Sdn Bhd, Ranhill Water Services Sdn Bhd, Ranhill Water Technologies (Cayman) Limited (“RWT (Cayman)”) and Water Stone Associates Sdn Bhd (collectively known as “RUSB Companies”) for a purchase consideration of RM693 million, to be satisfied by the issuance of 433,125,000 new Ranhill Holdings Shares at an issue price of RM1.60 per Ranhill Holdings Share (“Proposed RUSB Acquisition”); and

(b) the remaining 47.90% equity interest in RWT (Cayman) from RUSB for a cash consideration of USD25,419,366 plus interest at 5% per annum with effect from 16 August 2013 up to the completion of the RWT (Cayman) SSA 1 and RWT (Cayman) SSA2 (as defined below) (“Proposed Remaining RWT (Cayman) Acquisition”);

(iv) Ranhill Holdings and Stone Equity Sdn Bhd, entered into a conditional SSA for the disposal by Ranhill Holdings of all the equity interest in Symphony for a cash consideration of RM60 million (“Proposed MBO”);

(v) RUSB and Robinson Investments Limited, entered into a conditional SSA for RUSB to acquire 45.23% equity interest in RWT (Cayman)for a cash consideration of USD 24,000,000 equivalent to approximately RM77,280,000 million (based on the exchange rate of RM3.22/USD1, being the middle rate as at 20 June 2014 as extracted from BNM’s website), which is subject to interest at 5% per annum with effect from 16 August 2013 (“RWT (Cayman) SSA 1”) up to the completion of the RWT (Cayman) SSA 1 (“Proposed RWT (Cayman) Acquisition 1”);

(vi) RUSB and Sierra Master (M) Sdn Bhd, Ahmad Zahdi Jamil, Koh Boon Sian, Faizal Othman and Soon Tet Heng (collectively the “RWT (Cayman) Vendors”) entered into a conditional SSA for RUSB to acquire 2.67% equity interest in RWT (Cayman) for a cash consideration of USD1,419,366, equivalent to approximately RM4,570,359 million (based on the exchange rate of RM3.22/USD1, being the middle rate as at 20 June 2014 as extracted from BNM’s website) which is subject to interest at 5% per annum with effect from 16 August 2013 (“RWT (Cayman) SSA 2”) up to the completion of the RWT (Cayman) SSA 2 (“Proposed RWT (Cayman) Acquisition 2”);

(the Proposed RWT (Cayman) Acquisition 1 and Proposed (Cayman) Acquisition 2 are collectively known as the “Proposed RWT (Cayman) Acquisitions”)

Please refer to the attachment for further details.

(This announcement is dated 20 June 2014)

Attachments

Pr_SYMPHONY 1_200614.pdf
909 KB



NTPM - Quarterly rpt on consolidated results for the financial period ended 30/4/2014

Announcement Type: Financial Results
Company NameNTPM HOLDINGS BERHAD  
Stock Name NTPM  
Date Announced20 Jun 2014  
CategoryFinancial Results
Reference NoCS-140617-54272

Financial Year End30/04/2014
Quarter4
Quarterly report for the financial period ended30/04/2014
The figureshave not been audited
  • Default Currency
  • Other Currency

Currency: Malaysian Ringgit (MYR)

SUMMARY OF KEY FINANCIAL INFORMATION
30/04/2014

 
INDIVIDUAL PERIOD
CUMULATIVE PERIOD
CURRENT YEAR QUARTER
PRECEDING YEAR
CORRESPONDING
QUARTER
CURRENT YEAR TO DATE
PRECEDING YEAR
CORRESPONDING
PERIOD
30/04/2014
30/04/2013
30/04/2014
30/04/2013
$$'000
$$'000
$$'000
$$'000
1Revenue
135,964
126,352
541,396
506,638
2Profit/(loss) before tax
13,814
17,077
69,880
67,364
3Profit/(loss) for the period
11,703
12,827
53,891
49,132
4Profit/(loss) attributable to ordinary equity holders of the parent
11,703
12,827
53,891
49,132
5Basic earnings/(loss) per share (Subunit)
1.00
1.20
4.80
4.40
6Proposed/Declared dividend per share (Subunit)
1.45
1.45
2.90
2.90


AS AT END OF CURRENT QUARTER
AS AT PRECEDING FINANCIAL YEAR END
7
Net assets per share attributable to ordinary equity holders of the parent ($$)
0.3000
0.2800
Definition of Subunit:

In a currency system, there is usually a main unit (base) and subunit that is a fraction amount of the main unit.
Example for the subunit as follows:

CountryBase UnitSubunit
MalaysiaRinggitSen
United StatesDollarCent
United KingdomPoundPence


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